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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   March 26, 2008   Mr. Steven Koehler Vice President and Controller Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ  07033
Re: Schering-Plough Corporation
Form 10-K for the Year Ended December 31, 2007 Filed February 29, 2008
 File No. 001-06571

Dear Mr. Koehler:
We have reviewed your filing and have the following comments. We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your documents. In our comments, we ask you to
provide us with information to better unde rstand your disclosure. Where a comment
requests you to revise disclosure, the info rmation you provide should show us what the
revised disclosure will look like and identify the annual or quarterly filing, as applicable,
in which you intend to first include it.  If you do not believe that revised disclosure is
necessary, explain the reason in your response.  After reviewing the information
provided, we may raise additional comments and/or request that you amend your filing.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Steven Koehler
Schering-Plough Corporation March 26, 2008 Page 2
 Item7.  Management’s Discussion and Anal ysis of Financial Condition…, page 31

 Liquidity and Financial Resources, page 43

 Contractual Obligations and Off-Ba lance Sheet Arrangements, page 48

1. Since interest obligations re lating to long-term debt appe ar to represent material
future obligations, please revise the tabl e here to include the future interest
payments on this debt.  Also provide us  with your analysis related to the
applicability of the inclusion of the divi dends that you pay related to the preferred
shares.  In addition, quantify in your footnote two the a ggregate potential
milestone payments that have been excl uded from the table and the events that
would trigger these payments.  Refe r to Financial Reporting Release 72.
 Market Risk Disclosure, page 58

 Foreign Currency Exchange Risk, page 58

2. Please revise to quantify the foreign curre ncy risk in one of the three required
formats.  Refer to Item 3- 05(a)(1) of Regulation S-X.

Item 8.  Financial statements and Supplementary Data, page 60
 Notes to Consolidated Financial Statements, page 65

 2.  Acquisition, page 69

3. Please revise to quantify the acquired pa tents and trademarks by product type in
order to better allow an investor to unde rstand the connection between these rights
and the revenues that are generated from the acquired business.
 18.  Segment Information, page 100

 Long-Lived Assets by Geographic Location, page 103

4. Please revise to exclude intangible assets from the table presented here.  Refer to
question 22 in the FASB Implementation Guide to FAS 131.

Mr. Steven Koehler
Schering-Plough Corporation March 26, 2008 Page 3
 Merck/Schering-Plough Cholesterol, Partnershi p Combined Financial Statements, page
117
 Notes to Combined Financial statements, page 128

 2.  Summary of Significant Accounting Policies, page 131

 Concentration of Credit Risk, page 132

5. Please revise to quantify the net sales ma de to each of the three major customers
referenced in this note to the extent th ey exceed 10% of your net revenue, instead
of quantifying it on an aggregate basis.  Refer to paragraph 39 of SFAS 131.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provides the requested information.  Detailed letters greatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.

Mr. Steven Koehler
Schering-Plough Corporation March 26, 2008 Page 4
 You may contact Kei Ino, Staff Accountan t, at (202) 551-3659 or Jim Atkinson,
Accounting Branch Chief, at (202) 551- 3674 if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant